8-K

Mobileye Global Inc. (MBLY)

8-K 2025-06-17 For: 2025-06-12
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Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Dateof Earliest Event Reported):  June 17, 2025 (June 12, 2025)

Mobileye Global Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-41541 88-0666433
(State<br>or Other Jurisdiction of <br><br>Incorporation or Organization) (Commission File Number) (IRS Employer Identification<br> <br><br>Number)

c/o Mobileye B.V.

HarHotzvim, 1 Shlomo Momo HaLevi Street

Jerusalem

9777015

, Israel

(Address of principal executive offices and zip code)

+972-2-541-7333

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock ($0.001 Par Value) MBLY Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 12, 2025, Mobileye Global Inc. (the “Company”) held its annual meeting of stockholders via virtual webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”). A total of 80,983,627 shares of the Company’s Class A common stock and 711,500,000 shares of the Company’s Class B common stock were present or represented by proxy at the Annual Meeting, representing 99.7% of the combined voting power of the shares of Class A common stock and Class B common stock (voting together as a class) outstanding as of the close of business on April 15, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the record date, and holders of shares of the Company’s Class B common stock were entitled to ten votes for each share held as of the record date.

The following are the voting results on the three proposals considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.

Proposal 1. Election of Directors – All Directors Elected

Nominee For Withhold Broker Non-Votes
Amnon Shashua 7,153,031,116 18,357,541 24,594,970
Saf Yeboah-Amankwah 7,146,674,077 24,714,580 24,594,970
Patrick Bombach 7,148,852,502 22,536,155 24,594,970
Elaine L. Chao 7,171,102,061 286,596 24,594,970
Eyal Desheh 7,151,448,285 19,940,372 24,594,970
Claire C. McCaskill 7,151,965,894 19,422,763 24,594,970
Christoph Schell 7,146,668,652 24,720,005 24,594,970
Frank D. Yeary 7,170,750,368 638,289 24,594,970

Proposal 2. Ratification of Selection of Independent RegisteredPublic Accounting Firm – Approved

For Against Abstain Broker Non-Votes
7,195,197,080 267,977 518,570 -

Proposal 3. Advisory Vote to on Executive Compensation – Approved

For Against Abstain Broker Non-Votes
7,137,638,355 33,656,519 93,783 24,594,970

Proposal 4. Approval of the Amended and Restated Mobileye GlobalInc. 2022 Equity Incentive Plan – Approved

For Against Abstain Broker Non-Votes
7,134,579,228 36,703,463 105,966 24,594,970

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Mobileye Global Inc.
Date: June 17, 2025 By: /s/ Professor Amnon Shashua
Professor Amnon Shashua
Chief Executive Officer